View 01 Corporate Information 02 Five-Year Performance Highlights 03 Directors’ Profile 09 Key Senior Management Profile
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Annual Report 2021 TABLE OF CONTENTS OVERVIEW 01 CORPORATE INFORMATION 02 FIVE-YEAR PERFORMANCE HIGHLIGHTS 03 DIRECTORS’ PROFILE 09 KEY SENIOR MANAGEMENT PROFILE PERFORMANCE DRIVEN FINANCIAL REPORT 13 CHAIRMAN’S STATEMENT 87 FINANCIAL STATEMENTS 16 MANAGEMENT DISCUSSION AND ANALYSIS ADDITIONAL INFORMATION 175 LIST OF PROPERTIES SUSTAINABILITY STATEMENT 177 ANALYSIS OF SHAREHOLDINGS 21 SUSTAINABILITY REPORT 179 LIST OF TOP 30 SHAREHOLDERS 181 NOTICE OF THE FIFTY-EIGHTH (58TH) CORPORATE GOVERNANCE ANNUAL GENERAL MEETING 61 CORPORATE GOVERNANCE OVERVIEW • FORM OF PROXY STATEMENT 75 STATEMENT OF DIRECTORS’ RESPONSIBILITIES 76 ADDITIONAL COMPLIANCE INFORMATION 77 AUDIT COMMITTEE REPORT 80 STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL OVERVIEW CORPORATE GOVERNANCE PERFORMANCE DRIVEN FINANCIAL REPORT 01 SUSTAINABILITY STATEMENT ADDITIONAL INFORMATION ANNUAL REPORT 2021 • LAND & GENERAL BERHAD 196401000184 (5507-H) CORPORATE INFORMATION DIRECTORS Dato’ Hj Zainal Abidin Putih, Chairman YM Tengku Maruan Tengku Ariff Low Gay Teck, Managing Director Chiu Andrew Wah Wai Ferdaus Mahmood Hoong Cheong Thard Dato’ Ir Dr A Bakar Jaafar Dato’ Noorizah Hj Abd Hamid Dato’ Hj Ikhwan Salim Dato’ Hj Sujak SECRETARY CORPORATE OFFICE Lee Siw Yeng (MAICSA 7048942) 8trium, Level 21 Menara 1 SSM Practising Certificate No. 201908001160 Jalan Cempaka SD 12/5 Bandar Sri Damansara AUDIT COMMITTEE 52200 Kuala Lumpur Tel : 603-6279 8000 Dato’ Hj Ikhwan Salim Dato’ Hj Sujak, Chairman Fax : 603-6277 7061 Dato’ Ir Dr A Bakar Jaafar E-mail : [email protected] Hoong Cheong Thard Website : www.land-general.com NOMINATING COMMITTEE AUDITORS Dato’ Hj Zainal Abidin Putih, Chairman KPMG PLT Dato’ Ir Dr A Bakar Jaafar Chartered Accountants YM Tengku Maruan Tengku Ariff LISTING REMUNERATION COMMITTEE Main Market of Bursa Malaysia Securities Berhad Dato’ Ir Dr A Bakar Jaafar, Chairman Hoong Cheong Thard SHARE REGISTRAR Chiu Andrew Wah Wai Boardroom Share Registrars Sdn Bhd RISK MANAGEMENT COMMITTEE (Reg No: 199601006647 (378993-D) 11th Floor, Menara Symphony Dato’ Noorizah Hj Abd Hamid, Chairman No. 5, Jalan Professor Khoo Kay Kim Dato’ Ir Dr A Bakar Jaafar Seksyen 13, 46200 Petaling Jaya YM Tengku Maruan Tengku Ariff Selangor Low Gay Teck Tel : 603-7890 4700 Fax : 603-7890 4670 REGISTERED OFFICE E-mail : [email protected] 8trium, Level 21 Menara 1 Jalan Cempaka SD 12/5 Bandar Sri Damansara 52200 Kuala Lumpur Tel : 603-6279 8000 Fax : 603-6277 7061 OVERVIEW CORPORATE GOVERNANCE 02 PERFORMANCE DRIVEN FINANCIAL REPORT SUSTAINABILITY STATEMENT ADDITIONAL INFORMATION ANNUAL REPORT 2021 • LAND & GENERAL BERHAD 196401000184 (5507-H) FIVE-YEAR PERFORMANCE HIGHLIGHTS 2021 2020 2019 2018 2017 ^ Operating results (RM’000) Restated Restated Revenue 134,892 139,724 134,435 92,930 47,193 Profit before tax and interest (EBIT) 40,699 28,805 55,335 84,874 73,562 Profit before tax 38,263 26,185 52,893 80,465 69,752 Profit after tax 33,130 20,633 48,955 63,322 51,558 Profit attributable to owners of the Company 30,459 14,891 41,672 61,341 35,526 Key Financial Position Data (RM’000) Total assets 1,637,455 1,565,643 1,540,168 1,538,684 1,108,455 Total borrowings and lease liabilities (included ICULS - liability portion) 224,363 206,810 191,892 185,700 91,736 Shareholders’ fund 1,112,933 1,080,279 1,095,283 1,098,401 656,314 Total equity 1,202,987 1,167,662 1,168,981 1,119,817 672,867 Issued and paid up share capital 660,232 660,232 660,232 651,664 272,032 Share Information (RM) Basic earnings per share 0.01 0.01 0.01 0.02 0.03 Net assets per share 0.37 0.36 0.37 0.37 0.58 Share price as at 31 March 0.125 0.080 0.150 0.175 0.325 (‘000) Number of ordinary shares issued as at 31 March 2,973,135 2,973,135 2,973,135 2,930,294 1,122,585 Weighted average number of ordinary shares in issue 2,973,135 2,973,135 2,952,582 2,711,446 1,108,471 Financial Ratio After Tax Return on Equity (%) 2.98% 1.91% 4.47% 5.76% 7.86% Return (EBIT) on Total Assets (%) 2.49% 1.84% 3.59% 5.52% 6.64% Gearing ratio (times) 0.20 0.19 0.18 0.17 0.14 Price to earnings ratio (times) 12.25 16.00 10.64 8.36 10.83 ^ Figure reported based on FRS framework. REVENUE PROFIT BEFORE TAX BASIC EARNINGS PER SHARE NET ASSETS PER SHARE (RM’000) (RM) (RM’000) (RM) 134,892 139,724 134,435 92,930 47,193 38,263 26,185 52,893 80,465 69,752 0.01 0.01 0.01 0.02 0.03 0.37 0.36 0.37 0.37 0.58 ‘21 ‘20 ‘19 ‘18 ‘17 ‘21 ‘20 ‘19 ‘18 ‘17 ‘21 ‘20 ‘19 ‘18 ‘17 ‘21 ‘20 ‘19 ‘18 ‘17 OVERVIEW CORPORATE GOVERNANCE PERFORMANCE DRIVEN FINANCIAL REPORT 03 SUSTAINABILITY STATEMENT ADDITIONAL INFORMATION ANNUAL REPORT 2021 • LAND & GENERAL BERHAD 196401000184 (5507-H) DIRECTORS’ PROFILE DATO’ HJ ZAINAL ABIDIN PUTIH Independent Non-Executive Chairman Dato’ Hj Zainal Abidin Putih, a Malaysian male aged 75, Dato’ Hj Zainal was awarded the Darjah Setia Negeri was appointed as Chairman of L&G on 1 June 2010. He is a Sembilan (D.S.N.S.) by the Yang Di Pertuan Besar Negeri Fellow of the Institute of Chartered Accountants in England Sembilan and the Jaksa Pendamai (J.P.) by the Yang Di and Wales (ICAEW), a member of the Malaysian Institute Pertua Negeri Melaka in 1995 and 2008, respectively. of Certified Public Accountants (MICPA) and the Malaysian Institute of Accountants (MIA). Dato’ Hj Zainal is the Chairman of Tokio Marine Insurans (Malaysia) Berhad and sits as a Board Member of Petron Dato’ Hj Zainal qualified as a Chartered Accountant of the Malaysia Refining & Marketing Bhd and Khazanah Nasional ICAEW in 1972 and has very extensive experience in audit Berhad. throughout his career as a practising accountant. He also has a good working knowledge of taxation and has been Dato’ Hj Zainal is also the Chairman of Touch ‘n Go Sdn Bhd involved in management consulting especially those involved and Mobile Money International Sdn Bhd. He is a trustee of in acquisition, take over, amalgamation and restructuring of the National Heart Institute Foundation (IJNF) as well as a companies and company flotation. member of Frost & Sullivan’s FinTech Advisory Council. He is also a member of the Board of Trustees of Yayasan Universiti Dato’ Hj Zainal was formerly the Country Managing Partner Multimedia and an Advisor to the Advisory Board of RHL of Messrs Hanafiah Raslan and Mohamad and was an Adviser Ventures Sdn Bhd. with Messrs Ernst & Young Malaysia until his retirement in 2005. He was the President of MICPA from 1989 until 1991 Dato’ Hj Zainal does not have any family relationship with any and the Chairman of the Malaysian Accounting Standards Director and/or major shareholder of L&G and he does not Board from 2003 until 2009. have any conflict of interest with L&G. He has no conviction for any offences over the last five (5) years and has not been He has been appointed as the Chairman of the Financial imposed with any public sanction or penalty by the relevant Reporting Foundation (FRF) by the Minister of Finance regulatory bodies during the financial year 2021. Malaysia on 1 July 2021, for a term of three years. He attended eight (8) out of eight (8) Board Meetings held He had also served in Government Agencies as the Chairman during the financial year ended 31 March 2021. of Pengurusan Danaharta Nasional Berhad, a member of the Malaysian Communications & Multimedia Commission and a Dato’ Hj Zainal is the Chairman of the Nominating Committee member of the Investment Panel of the Employees Provident of L&G. Fund. OVERVIEW CORPORATE GOVERNANCE 04 PERFORMANCE DRIVEN FINANCIAL REPORT SUSTAINABILITY STATEMENT ADDITIONAL INFORMATION ANNUAL REPORT 2021 • LAND & GENERAL BERHAD 196401000184 (5507-H) DIRECTORS’ PROFILE From left to right: LOW GAY TECK Managing Director FERDAUS MAHMOOD Non-Independent Non-Executive Director Mr Low Gay Teck, a Malaysian male aged 56, was appointed Encik Ferdaus Mahmood, a Malaysian male aged 66, was as Director of L&G on 15 October 2007 and was redesignated appointed as Executive Director of L&G on 16 June 2008 as the Managing Director of L&G on 1 January 2008. Mr Low and was redesignated as Non-Independent Non-Executive holds a Bachelor of Civil Engineering from Footscray Institute Director on 1 January 2016 following his retirement as of Technology (now known as Victoria University), Australia. Executive Director on 31 December 2015. Prior to joining L&G, Mr Low was with the Mayland Group Encik Ferdaus started his career as Trainee Accountant since 1996. In 2002, he was appointed Director of the Mayland with Tractors Malaysia Bhd in 1974 and joined United Estate Group and assumed the position of Managing Director in Projects Sdn Bhd (UEP) (initial developer of Subang Jaya, 2005. Mr Low has been involved in property development Selangor) in 1976 where his last position was the Credit and project management for the past 32 years, handling Controller. and implementing projects such as residential, commercial, shopping complex, hotel, golf course, condominium and Subsequently, in 1980, Encik Ferdaus made a decisive switch serviced apartments. in his career into the main stream of the property industry and since then has garnered extensive experience in this Currently, Mr Low sits on the Board of a few subsidiaries of industry especially in the areas of marketing, sales, credit L&G and several private limited companies. control and property management.